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Filing tables
Filing exhibits
- S-3ASR Automatic shelf registration
- 3.5 Exhibit 3.5
- 3.6 Exhibit 3.6
- 3.7 Exhibit 3.7
- 3.8 Exhibit 3.8
- 3.9 Exhibit 3.9
- 3.10 Exhibit 3.10
- 3.11 Exhibit 3.11
- 3.12 Exhibit 3.12
- 3.13 Exhibit 3.13
- 3.14 Exhibit 3.14
- 3.15 Exhibit 3.15
- 3.16 Exhibit 3.16
- 3.17 Exhibit 3.17
- 3.18 Exhibit 3.18
- 3.19 Exhibit 3.19
- 3.20 Exhibit 3.20
- 3.21 Exhibit 3.21
- 3.22 Exhibit 3.22
- 3.23 Exhibit 3.23
- 3.24 Exhibit 3.24
- 3.25 Exhibit 3.25
- 3.26 Exhibit 3.26
- 3.27 Exhibit 3.27
- 3.28 Exhibit 3.28
- 3.29 Exhibit 3.29
- 3.30 Exhibit 3.30
- 3.31 Exhibit 3.31
- 3.32 Exhibit 3.32
- 3.33 Exhibit 3.33
- 3.34 Exhibit 3.34
- 3.35 Exhibit 3.35
- 3.36 Exhibit 3.36
- 3.37 Exhibit 3.37
- 3.38 Exhibit 3.38
- 3.39 Exhibit 3.39
- 3.40 Exhibit 3.40
- 3.41 Exhibit 3.41
- 3.42 Exhibit 3.42
- 3.43 Exhibit 3.43
- 3.44 Exhibit 3.44
- 3.45 Exhibit 3.45
- 3.46 Exhibit 3.46
- 3.47 Exhibit 3.47
- 3.48 Exhibit 3.48
- 3.49 Exhibit 3.49
- 3.50 Exhibit 3.50
- 3.51 Exhibit 3.51
- 3.52 Exhibit 3.52
- 3.53 Exhibit 3.53
- 3.54 Exhibit 3.54
- 3.55 Exhibit 3.55
- 3.56 Exhibit 3.56
- 3.57 Exhibit 3.57
- 3.58 Exhibit 3.58
- 3.59 Exhibit 3.59
- 3.60 Exhibit 3.60
- 3.61 Exhibit 3.61
- 3.62 Exhibit 3.62
- 3.63 Exhibit 3.63
- 3.64 Exhibit 3.64
- 3.65 Exhibit 3.65
- 3.66 Exhibit 3.66
- 3.67 Exhibit 3.67
- 3.68 Exhibit 3.68
- 3.69 Exhibit 3.69
- 3.70 Exhibit 3.70
- 3.71 Exhibit 3.71
- 3.72 Exhibit 3.72
- 3.73 Exhibit 3.73
- 3.74 Exhibit 3.74
- 3.75 Exhibit 3.75
- 3.76 Exhibit 3.76
- 3.77 Exhibit 3.77
- 3.78 Exhibit 3.78
- 3.82 Exhibit 3.82
- 3.83 Exhibit 3.83
- 3.84 Exhibit 3.84
- 3.85 Exhibit 3.85
- 3.86 Exhibit 3.86
- 3.87 Exhibit 3.87
- 3.88 Exhibit 3.88
- 3.89 Exhibit 3.89
- 3.90 Exhibit 3.90
- 3.91 Exhibit 3.91
- 3.92 Exhibit 3.92
- 3.93 Exhibit 3.93
- 3.94 Exhibit 3.94
- 3.95 Exhibit 3.95
- 3.96 Exhibit 3.96
- 3.97 Exhibit 3.97
- 3.98 Exhibit 3.98
- 3.99 Exhibit 3.99
- 3.100 Exhibit 3.100
- 3.101 Exhibit 3.101
- 3.102 Exhibit 3.102
- 3.103 Exhibit 3.103
- 3.104 Exhibit 3.104
- 3.105 Exhibit 3.105
- 3.106 Exhibit 3.106
- 3.107 Exhibit 3.107
- 3.108 Exhibit 3.108
- 3.109 Exhibit 3.109
- 3.132 Exhibit 3.132
- 3.133 Exhibit 3.133
- 3.134 Exhibit 3.134
- 3.135 Exhibit 3.135
- 3.136 Exhibit 3.136
- 3.137 Exhibit 3.137
- 3.138 Exhibit 3.138
- 3.139 Exhibit 3.139
- 3.140 Exhibit 3.140
- 3.141 Exhibit 3.141
- 3.142 Exhibit 3.142
- 3.143 Exhibit 3.143
- 3.144 Exhibit 3.144
- 3.145 Exhibit 3.145
- 3.146 Exhibit 3.146
- 3.147 Exhibit 3.147
- 3.148 Exhibit 3.148
- 3.149 Exhibit 3.149
- 3.150 Exhibit 3.150
- 3.151 Exhibit 3.151
- 3.152 Exhibit 3.152
- 3.153 Exhibit 3.153
- 3.154 Exhibit 3.154
- 3.155 Exhibit 3.155
- 3.156 Exhibit 3.156
- 3.157 Exhibit 3.157
- 3.158 Exhibit 3.158
- 3.159 Exhibit 3.159
- 3.160 Exhibit 3.160
- 3.161 Exhibit 3.161
- 3.162 Exhibit 3.162
- 3.163 Exhibit 3.163
- 3.164 Exhibit 3.164
- 3.165 Exhibit 3.165
- 3.166 Exhibit 3.166
- 3.167 Exhibit 3.167
- 3.168 Exhibit 3.168
- 3.169 Exhibit 3.169
- 3.170 Exhibit 3.170
- 3.171 Exhibit 3.171
- 3.172 Exhibit 3.172
- 3.173 Exhibit 3.173
- 3.174 Exhibit 3.174
- 3.175 Exhibit 3.175
- 3.176 Exhibit 3.176
- 3.177 Exhibit 3.177
- 3.178 Exhibit 3.178
- 3.179 Exhibit 3.179
- 3.180 Exhibit 3.180
- 3.181 Exhibit 3.181
- 3.182 Exhibit 3.182
- 3.183 Exhibit 3.183
- 3.184 Exhibit 3.184
- 3.185 Exhibit 3.185
- 3.186 Exhibit 3.186
- 3.187 Exhibit 3.187
- 3.188 Exhibit 3.188
- 3.189 Exhibit 3.189
- 3.190 Exhibit 3.190
- 3.191 Exhibit 3.191
- 3.192 Exhibit 3.192
- 3.193 Exhibit 3.193
- 3.194 Exhibit 3.194
- 3.195 Exhibit 3.195
- 3.196 Exhibit 3.196
- 3.197 Exhibit 3.197
- 3.198 Exhibit 3.198
- 3.199 Exhibit 3.199
- 3.200 Exhibit 3.200
- 3.201 Exhibit 3.201
- 3.202 Exhibit 3.202
- 3.203 Exhibit 3.203
- 3.204 Exhibit 3.204
- 3.205 Exhibit 3.205
- 3.206 Exhibit 3.206
- 3.207 Exhibit 3.207
- 3.208 Exhibit 3.208
- 3.209 Exhibit 3.209
- 3.210 Exhibit 3.210
- 3.211 Exhibit 3.211
- 3.212 Exhibit 3.212
- 3.213 Exhibit 3.213
- 3.214 Exhibit 3.214
- 3.215 Exhibit 3.215
- 3.216 Exhibit 3.216
- 3.217 Exhibit 3.217
- 3.218 Exhibit 3.218
- 3.219 Exhibit 3.219
- 3.220 Exhibit 3.220
- 3.221 Exhibit 3.221
- 3.222 Exhibit 3.222
- 3.223 Exhibit 3.223
- 3.244 Exhibit 3.244
- 3.245 Exhibit 3.245
- 3.248 Exhibit 3.248
- 3.249 Exhibit 3.249
- 3.250 Exhibit 3.250
- 3.251 Exhibit 3.251
- 3.252 Exhibit 3.252
- 3.253 Exhibit 3.253
- 3.254 Exhibit 3.254
- 3.255 Exhibit 3.255
- 3.256 Exhibit 3.256
- 3.257 Exhibit 3.257
- 3.258 Exhibit 3.258
- 3.259 Exhibit 3.259
- 3.260 Exhibit 3.260
- 3.261 Exhibit 3.261
- 3.262 Exhibit 3.262
- 3.263 Exhibit 3.263
- 3.264 Exhibit 3.264
- 3.265 Exhibit 3.265
- 3.266 Exhibit 3.266
- 3.267 Exhibit 3.267
- 3.268 Exhibit 3.268
- 3.269 Exhibit 3.269
- 3.270 Exhibit 3.270
- 3.271 Exhibit 3.271
- 3.272 Exhibit 3.272
- 3.273 Exhibit 3.273
- 3.274 Exhibit 3.274
- 3.275 Exhibit 3.275
- 3.276 Exhibit 3.276
- 3.277 Exhibit 3.277
- 3.278 Exhibit 3.278
- 3.279 Exhibit 3.279
- 3.280 Exhibit 3.280
- 3.281 Exhibit 3.281
- 3.282 Exhibit 3.282
- 3.283 Exhibit 3.283
- 3.284 Exhibit 3.284
- 3.285 Exhibit 3.285
- 3.286 Exhibit 3.286
- 3.287 Exhibit 3.287
- 3.288 Exhibit 3.288
- 3.289 Exhibit 3.289
- 3.290 Exhibit 3.290
- 5.1 Exhibit 5.1
- 5.2 Exhibit 5.2
- 5.3 Exhibit 5.3
- 23.4 Exhibit 23.4
- 23.5 Exhibit 23.5
- 25.1 Exhibit 25.1
- 25.2 Exhibit 25.2
Associated filings
- 13 Jan 21 424B5 Prospectus supplement for primary offering
- 11 Jan 21 424B5 Prospectus supplement for primary offering
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28 Sep 20 S-3ASR Automatic shelf registration
Filing view
External links
Exhibit 5.3
September 25, 2020
Board of Directors
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
This firm acts as special local counsel to Sprint Communications Company of New Hampshire, Inc. (the “Opinion Guarantor”), a subsidiary of T-Mobile US, Inc., a Delaware corporation (the “Parent”), in connection with the filing by the Parent, T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”), and certain subsidiaries of T-Mobile (including the Opinion Guarantor) of a registration statement on Form S-3, as it may be amended from time to time (the “Registration Statement”), with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to (a) the proposed public offering of an indeterminate amount of one or more series of the following securities: (i) senior or subordinated debt securities of T-Mobile (the “Primary Debt Securities”), which may be issued pursuant to either of the Indenture, dated as of April 28, 2013 among T-Mobile, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (the “Unsecured Notes Indenture”) or the Indenture, dated as of April 9, 2020 by and among T-Mobile, Parent and Deutsche Bank Trust Company Americas, as trustee (the “Secured Notes Indenture” and each of the Unsecured Notes Indenture and the Secured Notes Indenture, an “Indenture” and collectively, the “Indentures”); and (ii) guarantees of the Primary Debt Securities (the “Primary Guarantees”) by one or more of the Parent and T-Mobile’s subsidiary guarantors, including the Opinion Guarantor, registered under the Registration Statement (the “Guarantors”), all of which may be sold from time to time and on a delayed basis, as set forth in the primary offering prospectus, which forms a part of the Registration Statement (the “Base Prospectus”), and as to be set forth in one or more supplements to the Base Prospectus (each, a “Prospectus Supplement”); and (b) the proposed resale under the Registration Statement of outstanding notes of T-Mobile (the “Notes”) held by Deutsche Telekom AG, guaranteed on a senior unsecured basis (the “Existing Guarantees”) by certain of the Guarantors (including the Opinion Guarantor), as set forth in the resale prospectus, which forms a part of the Registration Statement (the “Resale Prospectus”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5), in connection with the Registration Statement.
McLane Middleton, Professional Association
Manchester, Concord, Portsmouth, NH | Woburn, Boston, MA
McLane.com
September 25, 2020
Page 2
In preparation of this opinion we have examined the following documents:
1. the Articles of Incorporation of the Opinion Guarantor;
2. the Bylaws of the Opinion Guarantor;
3. a certificate of the Opinion Guarantor’s existence from the New Hampshire Secretary of State dated September 9, 2020;
4. the Unanimous Written Consent of the Board of Directors, Sole Member, or Managing Member, Manager or General Partner or General Partners, as Applicable, In Lieu of Meeting, dated April 1, 2020; and
5. such other documents and items as we deemed necessary for the purposes of this opinion.
We have assumed without independent verification that the information furnished by the Opinion Guarantor is accurate. We have not conducted any independent outside review of agreements, contracts, indentures, instruments, orders, judgments, rules, regulations, writs, injunctions, or decrees by which the Opinion Guarantor or any of its property may be bound nor, except as noted above, have we made any outside independent investigation as to the existence of actions, suits, investigations, or proceedings, if any, pending or threatened against the Opinion Guarantor. We have not reviewed the financial books or records of the Company (or any of its subsidiaries) and, unless expressly stated, do not express any opinion as to financial or tax matters or compliance with tax laws.
For purposes of this opinion letter, we have examined copies of such agreements, instruments, and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including electronic copies). We have also assumed the legal capacity of all natural persons and, with respect to all parties to agreements or instruments other than the Opinion Guarantor, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver, and perform such agreements or instruments, that such parties have duly authorized such agreements or instruments by all requisite action (corporate or otherwise), that such agreements or instruments have been executed, and delivered by such parties, and that such agreements or instruments are the valid, binding, and enforceable obligations of all parties thereto. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, including all statements in certificates of public officials and officers of the Opinion Guarantor that we reviewed, and we have not independently established the facts we relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
September 25, 2020
Page 3
For purposes this opinion letter, we have assumed that (i) the offering, issuance, sale, execution, delivery, and definitive terms of any Primary Guarantees of the Opinion Guarantor to be offered from time to time will have been duly authorized and established by proper action of the board of directors of the Opinion Guarantor (the “Future Authorization”) consistent with the procedures and terms described in the Registration Statement and in accordance with the Opinion Guarantor’s (a) Articles of Incorporation, (b) Bylaws, and (c) the law of the State of New Hampshire, in a manner that does not violate any law, government or court-imposed order or restriction, or agreement or instrument then binding on the Opinion Guarantor or otherwise impair the legal or binding nature of the obligations represented by the Primary Guarantees; (ii) at the time of offer, issuance, sale, execution, and delivery of any Primary Guarantees, the Registration Statement will have become effective under the Securities Act, and no stop order suspending its effectiveness will have been issued and remain in effect; (iii) any documentation creating or evidencing the Primary Guarantees will be executed by a duly authorized officer of the Opinion Guarantor; (iv) any documentation creating or evidencing the Primary Guarantees will be executed and delivered by the parties thereto as contemplated by the applicable Indenture and, as applicable, any supplemental indenture, and in accordance with the terms of the applicable Future Authorization and the applicable underwriting agreement or purchase agreement and as contemplated by the Registration Statement and/or the applicable Prospectus Supplement; (v) the Parent will receive lawful consideration for the Primary Debt Securities and related Primary Guarantees; and (vi) the Opinion Guarantor will remain validly existing under the laws of the State of New Hampshire.
We are members of the Bar of the State of New Hampshire, and we express no opinion as to matters involving the laws of any jurisdiction other than the State of New Hampshire. This opinion is limited to the effect of the laws (including administrative and judicial interpretations) of the State of New Hampshire as they existed on the date of this letter and to the facts bearing upon the opinions below as they existed on the date of this letter, and we expressly disclaim any obligation or undertaking to update or modify the opinions below as a consequence of any future changes in the laws or in the facts bearing upon those opinions.
Based on the foregoing, we are of the opinion that:
1. The Opinion Guarantor is validly existing as a corporation under the laws of the State of New Hampshire.
2. The Opinion Guarantor has the corporate power under the laws of the State of New Hampshire to issue the Primary Guarantees.
3. The Existing Guarantees to which the Opinion Guarantor is a party have been duly authorized by the Opinion Guarantor.
This opinion letter has been prepared for use in connection with the Registration Statement. Please note that we are opining only as to matters set forth herein, and no opinion should be inferred as to any other matters.
September 25, 2020
Page 4
We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Base Prospectus and the Resale Prospectus. In giving this consent, we do not admit that we are an “expert” within the meaning of the Securities Act.
McLANE MIDDLETON | ||
PROFESSIONAL ASSOCIATION | ||
By: | /s/ Patrick C. Closson, Esq. | |
Patrick C. Closson, Esq., Vice President |